TNR Gold Corporate Update and Strategic Review of the Developing M&A Opportunities
NEWS RELEASE
TNR Gold Corporate Update and Strategic Review of the
Developing M&A Opportunities
Vancouver, British Columbia – November 28, 2025: TNR Gold Corp. (TSX-V: TNR) (“TNR”, “TNR
Gold” or the “Company”) is pleased to provide a corporate update and announce that the Company is
continuing its strategic review of developing M&A opportunities.
“TNR Gold Corp is your gateway to the green energy rEVolution and gold stability ”, stated Kirill Klip,
Executive Chairman of TNR Gold Corp. “We’re building a leading green energy metals royalty and gold
company, offering a unique entry into the supply chains powering the energy transition. With a 1.5% net
smelter returns (“NSR”) royalty on the Mariana Lithium Project in Argentina (0.15% NSR royalty is held
on behalf of a shareholder) , operated by Ganfeng Lithium, and a 0.4% NSR royalty on the Los Azules
Copper Project with McEwen Inc. (0.04% of NSR royalty is held on behalf of a shareholder) – backed by
majors like Rio Tinto and Stellantis – TNR is potentially positioned for significant cash flows without the
capital burden. Add to that our 90% stake in the Shotgun Gold Project in Alaska, near the Donlin Gold
deposit, with 705,960 ounces of inferred gold resources, and the Company is also well diversified. TNR
delivers exposure to lithium, copper, silver and gold, blending blue -sky discovery with partnerships that
drive value, in turn offering potential growth with a hedge in today’s economic cycle.”
Strategic Priorities
Our priorities remain focused on maximi zing value for all our shareholders by preventing unnecessary
dilution, reducing general and administrative expenses and delivering above the market returns for our
investors. Our strategic action plan includes, but is not limited to, the following initiatives:
Marketing Success and Industry Recognition
- Recent i ncreased M&A interest from numerous parties suggests that TNR ’s management
(“Management”) has succeeded with its marketing activity by presenting the Company’s GEM
Royalty Story to the mining and investment industries.
- In February 2023, Lithium Royalty Corp. valued only a portion of the Company at US$9 million,
based on its purchase of the 0.5% NSR royalty involving the Mariana Lithium project for US $9
million.
#1120, 789 West Pender Street,
Vancouver, B.C.
V6C 1H2, Canada
T: +1 (604) 229-8129
E-mail: [email protected]
Website: http://www.tnrgoldcorp.com
2
- Our team has successfully repaid TNR Gold’s investment loan in full, returning our shareholders
all our assets free from encumbrance. The value generated from delivering that strategic
transaction has justified Management’s stance on rejecting other opportunistic low-ball offers.
Delivering Value in Uncertain Times and Planning Ahead
- Management has succeeded in delivering solid values in uncertain times. The Company’s share
price has performed above the market average, not only during very challenging market times of
the COVID-19 pandemic, but also during the market rout following the U.S. tariff announcements.
This has justified the strategy of TNR ’s board of directors (the “Board”) of presenting the
Company as a structural hedge in an investment portfolio.
- Management has been investing in TNR Gold for over than two decades and continues to support
our Company by participating in private placements, even during the darkest hours of the COVID-
19 pandemic. Management resumed its buying of shares of the Company and increased its stake
in TNR Gold.
- Management proposes to hold its 2026 Annual General Meeting of Shareholders on June 16,
2026. Further details will be provided closer to the meeting and included in its management
information circular for such meeting . The Company will place before the meeting its audited
financial statements for its financial year ended December 31, 2025. Items of annual business
include election of directors and appointment of auditor. The Company will also present its stock
option plan for annual approval in accordance with the policies of the TSX Venture Exchange.
Strategic Growth and Stability
- TNR Gold ’s assets are now well recognized within the mining and investment industries. The
Company has received indications of further M&A interest from numerous parties and even
successfully defended our Company from the opportunistic low-ball hostile takeover attempts.
- On October 12, 2023, TNR announced that the Board had formed a special committee comprised
of independent directors (the “Special Committee ”) to consider and evaluate strategies to
maximize shareholder value, including pursuing one or more strategic transactions. Management
continues to work diligently with the Special Committee in order to capitali ze on potential
transactions, including potential further royalty acquisitions. We believe the Company is a leader
among its industry peers in maintaining integrity and consideration towards our retail
shareholders, while prioritizing the discipline in order to unlock the full potential valuations of our
assets. TNR’s Shareholder Rights Plan allows us to pursue the most appealing transactions for
the benefit of all our shareholders while avoiding predatory tactics like crawling takeover attempts
and low-ball opportunistic offers.
- Management is currently working on new avenues to open the new chapter of growth for the
Company’s GEM royalty, including trying to facilitate potential strategic alliances with major
mining companies and investment institutions . If successful, such alliances would allow us to
unlock higher valuations of our royalty holdings and generate new capital without diluting the
Company’s current shareholders.
- Management believes that in order to maximi ze shareholder value and reach the potential
valuations reflecting the intrinsic value of the Company ’s assets, TNR must preserve capital,
3
reduce its number of outstanding shares, and seek outside investment for the development of the
Shotgun Gold Project.
- Management believes that potential cash flow expected to be generated from TNR’s royalties and
capital management strategy would be well used to implement a normal course issuer bid (subject
to regulatory approval) in order to reduce the Company’s float of shares and deliver returns to its
shareholders.
- Management is considering the best value -creation strategies for the Shotgun Gold Project and
has put in place the corporate structure of AmeriGold – the stand-alone company that could
potentially inherit the Shotgun Gold Project joint venture operations after the contemplated
potential spinout from TNR Gold.
- By maintaining this strategic approach, we aim to continue generating substantial value for our
shareholders while ensuring long-term stability and growth.
“We are building the Green Energy Metals Royalty and Gold Company, ” continued Kirill Klip . “Our
business model provides a unique entry point into the creation of supply chains for critical materials like
energy metals which are powering the Energy rEVolution, and the gold industry which is providing the
ultimate hedge during this part of the economic cycle. Our shareholders are participating in the building
of The Green Energy Metals Royalty and Gold Company. In our portfolio, we have a unique combination
of assets providing exposure to different parts of the mining cycle, starting with the power of blue -sky
discovery and incl uding partnerships with industry leaders like McEwen Inc. Ganfeng Lithium, Lundin
Mining and BHP as operators on the projects that could potentially generate royalty cashflows to
contribute significant value for our shareholders.”
TNR Gold’s motto remains: “Solid Values in Uncertain Times”.
Shotgun Gold Project – Alaska
The Shotgun Gold Project is an advanced -stage exploration prospect in southwestern Alaska. The
Company’s exploration field program in 2022-2023 at the Shotgun and Winchester prospects, located in
the Taylor Mountain Quadrangle, Alaska, investigated the geochemical anomalies generated by the 1998
Novagold Resources soil surveys and the geophysical targets in dicated by anomalies from the SJ
Geophysics 2011 and 2012 EM surveys.
“The Company ’s strategy with the Shotgun Gold Project is to attract a partnership with a major gold
mining company. TNR Gold has successfully consolidated and updated its mining claims in Alaska and
is actively introducing the project to interested parties, ” commented Kirill Klip. “There is a clear path on
how to move this prospective project forward using the geological and geophysical research currently
available to target drilling to expand the resource. The next step is to acquire a partner that shares our
vision and recognizes the growth potential and value to be added to the Shotgun Gold Project over time.
The latest exploration program allows us to provide additional information on TNR’s Shotgun Gold Project
for our potential strategic partners.”
The strategy presented to potential strategic partners involves the creation of a joint venture with a major
gold mining company, where TNR’s partner would invest substantial capital in the development of the
Shotgun Gold Project while earning a stake in the project.
4
TNR Gold shareholders would benefit from the strategic partner’s capital being invested “in the ground”,
and industry expertise, including operations in Alaska.
Management is investigating the best value-creation strategies for the Shotgun Gold Project and has put
in place the corporate structure of AmeriGold – the stand-alone company that could potentially inherit the
Shotgun Gold Project joint venture operations after a potential spinout from TNR Gold.
TNR holds a 90% interest in the Shotgun Gold Project that is located 190 kilometres south of the Donlin
Gold Project deposits within the Kuskokwim Gold Belt in southwestern Alaska. This area is emerging as
a multi -million-ounce gold district. The Shotgun p roperty includes a number of prospects, including
Shotgun Ridge and nearby Winchester. The Donlin Gold Project is an intrusion -associated system and
represents one of the largest undeveloped gold deposits in the world. The Company believes that there
are several key similarities between prospects on the Shotgun property and th ose of the Donlin Gold
Project deposits, as well as other important intrusion-associated deposits worldwide.
The Company is targeting a large tonnage porphyry system at Shotgun Ridge. Structural repeats, as
interpreted from airborne magnetic data and ground geophysical surveys, provide TNR with encouraging
targets for future drill testing.
Detailed information about the inferred mineral resource estimate is included in the technical report titled,
“Technical Report on the Shotgun Gold Project, Southwest Alaska ”, dated May 27, 2013 that can be
found on the TNR Gold website at www.tnrgoldcorp.com or on SEDAR+ at www.sedarplus.ca.
Mariana Lithium NSR Royalty Holding
On February 20, 2025, TNR Gold announced that Ganfeng Lithium Group Co., Ltd. (“Ganfeng”) provided
an update on the Mariana Lithium Project. TNR holds a 1.5% NSR royalty on the Mariana Lithium Project
in Argentina, of which 0.15% NSR royalty is held on behalf of a shareholder of TNR.
On February 14, 2025, Ganfeng announced commencement of formal production of the Mariana Lithium
salt-lake project in Argentina. Ganfeng stated in its announcement:
“A production ceremony for the first phase of the Mariana lithium salt-lake project in Argentina
owned by Litio Minera Argentina S.A. (hereinafter referred to as “LMA”), a wholly -owned
subsidiary of Ganfeng Lithium Group Co., Ltd. was held at the project site on 12 February
2025, which means the formal production of the first phase of the Mariana lithium salt -lake
project.
Mariana lithium salt -lake project is located in Salta Province, Argentina, with total lithium
resources of approximately 8,121,000 tons of LCE currently explored. After the formal
production of the first phase of Mariana lithium salt -lake project with an annual production
capacity of 20,000 tons of lithium chloride production line, the Company will actively accelerate
the ramp-up of the production capacity of the project. With the gradual release of production
capacity, the supply and cost structure of the lithium resources of the Company will be further
optimized, the Company ’s profitability will be enhanced, and the Company ’s core
competitiveness in the global market will be continuously improved.
5
The Company will perform the corresponding procedures and obligation of information
disclosure according to the subsequent progress of the relevant matters. Investors are advised
to invest rationally and pay attention to the investment risks.”
On April 30, 2025, Ganfeng in Its 2024 Annual Report stated:
“Mariana is a lithium -potassium salt lake located in Salta Province, Argentina. According to a
technical report issued by Golder Associates Consulting Ltd., the total lithium resources at the
Mariana lithium salt lake project amounted to approximately 8,120,000 tons of LCE. The
construction of the project has been completed. In February 2025, the production line for phase
I of the Mariana lithium salt -lake project with a planned annual production capacity of 20,000
tons of lithium chloride was officially put into operation. The Company will accele rate the
progress of the production capacity ramp -up of the project, and it is expected that the Mariana
project will gradually supply lithium chloride products in a stable manner from the second half of
2025 onwards.”
On September 30, 2025, Ganfeng in Its 2025 Interim Report stated:
“Securing high-quality and stable lithium resources is fundamental to the long-term sustainable
growth of our business. The Company adheres to the aim of globalizing the layout of its
resources, and will continuously expand its current lithium resources portfolio through further
exploration, and actively improve the self-sufficiency rate of resources of the Company. In terms
of brine, the Company will proactively advance the development and construction of the Mariana
lithium salt-lake project...”
“We are very pleased that Ganfeng officially inaugurated the Mariana Lithium ’s start of production at a
20,000 tons-per-annum lithium chloride plant on February 12, 2025 ”, commented Kirill Klip . “We are
looking forward to our first NSR royalty cash flow payment from the Mariana Lithium Project.
TNR does not have to contribute any capital for the development of the Mariana Lithium Project, the Los
Azules Copper Project or the Josemaria Project. The essence of our business model is to have industry
leaders like Ganfeng as operators on the projects that will potentially generate royalty cashflows to
contribute significant value for our shareholders.”
Los Azules Copper, Gold and Silver NSR Royalty Holding
On October 10, 2025, TNR Gold announced that McEwen Inc. provided an update on the Los Azules
Copper Project in San Juan, Argentina. TNR holds a 0.4% NSR royalty (of which 0.04% of the 0.4%
royalty is held on behalf of a shareholder of TNR) on the Los Azules Copper Project. The Los Azules
Copper Project is held by McEwen Copper Inc., a subsidiary of McEwen Inc.
An excerpt from a news release issued by McEwen Inc. on October 7, 2025, is below. For additional
details, please refer to the McEwen Inc. website.
6
“McEwen Copper Inc., 46.4% owned by McEwen Inc. is pleased to announce positive results from
the independent Feasibility Study (FS) for its 100%-owned Los Azules copper project in San Juan,
Argentina.
The FS confirms Los Azules as a long-life, low-cost producer of high-purity copper cathodes with
strong economic returns and sustainability. The project design advances Los Azules toward
construction readiness within a framework that reduces its environmental footprint. Project risk has
been further reduced through a strategic collaboration agreement with IFC to potentially lead debt
financing and additional funding proposals for infrastructure and construction.
With these results, Los Azules is positioned to become a supplier of responsibly produced copper,
critical to the global energy transition towards a low-carbon sustainable future.
“The Los Azules Feasibility Study is more than a technical milestone - it’s a blueprint for the future
of copper mining. We have delivered a plan for a long-life asset that will play a role in the world’s
clean-energy transition. Copper is the foundation of electrification and the modern world, and Los
Azules is ready to contribute to that global supply chain - responsibly, efficiently, and profitably,”
said Rob McEwen, Chairman and Chief Owner of McEwen Inc.
“With this Feasibility Study, our team has transformed the geological potential of Los Azules into a
clear, actionable development plan. This work gives us confidence in the project’s design, costs,
and schedule, providing the foundation for the next stage of growth.”
“Having significant experience with large-scale construction and mining operations in Argentina, I
am confident that we have the right plan, the right team, and the right partnerships to develop Los
Azules. Together with our local communities and government partners, we aim to create
Argentina’s first regenerative copper mine - a model for responsible and innovative mining,” said
Michael Meding, Vice President of McEwen Copper and General Manager of Los Azules.
This press release starts with the FS Highlights below, followed by Footnotes, a Glossary of Terms,
Units and Abbreviations and continues with a detailed account of the study in a Technical
Appendix.
FS Highlights
Simple Takeaways
• Economics After-tax(1):
NPV(8%) $2.9B
IRR 19.8%
Payback Period 3.9 yrs
Initial Capital $3.17B
• Copper Cathode Production(2):
Average Years 1–5 204,800 tonnes per year (451M lbs/yr)
Life of Mine 21 years
Average Production 148,200 t/yr (327M lbs/yr)
• Costs:
C1 cash cost $1.71/lb
AISC $2.11/lb
7
• Scale – Reserves and Resources(3):
Mineral Reserves
- Proven & Probable 10.2B lbs Cu (1.02 B tonnes at 0.45% Cu)
Mineral Resources (exclusive of Reserves)
- Measured & Indicated 5.4B lbs Cu (0.97 B tonnes at 0.26% Cu)
- Inferred 20.0B lbs Cu (4.24 B tonnes at 0.21% Cu)
• Capital Intensity Using:
LOM Capital &
Production $1,600/t Cu
Initial Capital &
Avg. Annual Production $20,200/t Cu per yr
Designed for Low Impact
• Leach + SX/EW process produces 99.99% copper cathodes (LME Grade A) on site (no
smelter required).
• Project design provides:
- 72% lower mine-to-metal carbon intensity than industry average for mine-to-metal
- 100% renewable power(4) (wind, hydro, solar)
- 74% less water use than conventional milling
- No tailings dam
• Carbon-neutral (Scopes 1 & 2) goal by 2038.
De-risked Regulatory Status
• Environmental Impact Statement EIA (Environmental Permit) for construction and operation
was approved by the San Juan Provincial Government’s Ministry of Mines in December, 2024.
• Accepted into Argentina’s Large Investment Incentive Regime (RIGI) in September, 2025,
providing tax, foreign exchange and customs stability for 30 years, legal certainty, foreign
exchange regulations allowing to leave export proceeds abroad in increasing steps that will
reach 100% by the time the project starts exports and access to international arbitration in case
of disputes.
Ownership & Partners
• Ownership: McEwen Inc. 46.4%, Stellantis 18.3%, Nuton (Rio Tinto) 17.2%,
Rob McEwen 12.7%, Victor Smorgon Grp 3%, Others 2.4%.
• Preliminary finance proposals from Tier-1 OEMs (Komatsu, Sandvik & others), YPF
Luz, European ECAs, and a collaboration agreement with IFC(5) to align with IFC ’s ESG
standards and for potential financing. Indicative proposals could support $1.1B+(6) in
equipment and infrastructure financing.
Future Growth Opportunities Beyond the FS
1. Nuton® leaching technology (Rio Tinto venture) could allow processing of primary ores with
the existing infrastructure (indicative recoveries >76%), or a Conventional Concentrator could
also provide higher copper recoveries, plus recover gold and silver as well. Either process
8
could extend mine life by 30+ years by economically treating primary sulfides. Neither of these
opportunities are included in the FS base case.
2. Exploration has shown that there are four porphyry targets near the Los Azules deposit that
could provide further extension to the mine life. Exploration of the newly identified targets will
start in Q4 2025. High -priority targets near Los Azules include Tango, Porfid o Norte, Franca,
and Mercedes.
Timeline & Next Steps
• FS NI 43-101 Technical Report to be filed: within 45 days(7).
• Water concession: application under review.
• Construction target: 2026 → SX/EW startup: 2029 → First copper: 2030.
Footnotes to Highlights
(1) NI 43 -101 feasibility study using a copper price of $4.35/lb or $9,592/ tonne for cash flow
modeling.
(2) Average copper recovery is 70.8% over the life of mine.
(3) For additional details on the calculation of Mineral Resources and Mineral Reserves see Section
3 of the Technical Appendix, Mineral Resource & Reserve Estimates.
(4) Power supply 100% renewable, with 48% lower electricity demand than a conventional
concentrator.
(5) Collaboration agreement signed with IFC to align with IFC ’s ESG standards for potential future
financing, an important milestone in McEwen Copper’s broader financing strategy.
(6) Preliminary financing proposals from Tier-1 OEMs, YPF Luz, and European ECAs could provide
$1.1B+ in equipment and infrastructure support.
(7) The FS NI 43 -101 Technical Report will be filed within 45 days on SEDAR and McEwen Inc. ’s
website.
ABOUT MCEWEN INC.
McEwen Inc. shares trade on both the NYSE and TSX under the ticker MUX.
It provides shareholders with exposure to a growing base of gold and silver production in addition
to a very large copper development project, all in the Americas. The gold and silver mines are in
prolific mineral-rich regions of the world, the Cortez Trend in Nevada, USA, the Timmins district of
Ontario, Canada and the Deseado Massif in Santa Cruz province, Argentina. McEwen Inc. is
considering reactivating a gold and silver mine in Mexico.
It has a 46.4% interest in the large, long -life, advanced -stage Los Azules copper development
project in San Juan province, Argentina – a region that hosts some of the country’s largest copper
deposits. The Los Azules copper project is designed to be one of the world ’s first regenerative
copper mines and carbon neutral by 2038.
Rob McEwen, Chairman and Chief Owner, has a personal cost basis for his investment in the
companies of over $200 million and takes a salary of $1 per year, aligning his interests closely with
shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of
Fame and a winner of the Ernest & Young Entrepreneur of the Year (Energy) award. His objective
is to build MUX ’s profitability, share value and eventually implement a dividend policy, as he did
while building Goldcorp Inc.